digi.com.myDiGi.Com Berhad (425190-X)

Lot 10, Jalan Delima 1/1, Subang Hi-Tech Industrial Park, 40000 Shah Alam Selangor. Tel: 03-5721 1800

part of

Printed on 100% Post Consumer Waste (PCW) Recycled Paper. An initiative by DiGi’s Deep Green programme

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In 2010, we started a journey to bring about holistic changes that ride on the wave of growth in the future of

communications. This reflects DiGi’s aspiration to grow faster by being

smarter and leaner.

design rationale

contentscorporate profile 6accolades 2010 7performance at a glance 8chairman’s statement 12CEO’s review 16corporate information 22 board of directors 24directors’ profiles 26management 28management profiles 30highlights 2010 34corporate responsibility 36corporate governance statement 40 statement of internal control 50risk management 55audit committee report 57appendices - terms of reference 60additional compliance information 66financial statements 82list of properties 125disclosure of recurrent related party transactions 128 statement of directors’ shareholdings 129statistics on shareholdings 130notice of annual general meeting 133form of proxy corporate directory

the gamechanging

A unique energy and focus that creates momentum and defines

the direction for DiGi

A clear aspiration that enables us to seek more opportunities and develop faster than our competitors by being smarter and leaner

grow faster than the industry

“Always the Smarter Choice”The attitude that drives how we

think of our products and services, and engage our customers,

at every touch point

customerpromise

our

revenuegrowth

Focusing on the key drivers of growth with a sharper segment approach and relevant mobile internet propositions

6 | DiGi.COM BERHAD 2010 [425190-X]

DiGi.Com Berhad is listed on the Main Market of Bursa Malaysia Securities Berhad and is part of the global telecommunications provider, Telenor Group.

DiGi continues to be a game-changer for the Malaysian telecommunications industry. It has a solid history of product and service innovation, and is a leader in driving progressive and responsible business practices in the provision of mobile voice, internet and broadband services.

The Group is committed to driving Malaysia’s growth by building a mobile internet and broadband ecosystem that enables true connectivity and creates socio-economic development. 

corporateprofile

corporatestructure

DiGi.Com Berhad

DiGi Telecommunications

Sdn BhdPay by Mobile

Sdn Bhd

DiGi ServicesSdn Bhd

Djuice.ComSdn Bhd

accolades2010

KPMG Shareholder Value Award 2010

> Information & Communication Technology Category Winner> Information & Communication Technology Category Sectoral Winner by KPMG

GEW MSC 2010 Awards

> Outstanding Domain Catalyst Partnerby Warisan Global and MSC Malaysia

Telenor Group Awards 2010

> Innovation Award by Telenor

Billion Ringgit Club 2010

> Top 10 Companies of the Year by The EDGE Malaysia

PC.Com Product Awards 2010

> Winner for Best Prepaid Telco> Runner-up for Best Wireless Broadband by PC.Com Malaysia

Malaysia Corporate Governance Index 2010

> Distinction Awardby Minority Shareholder Watchdog Group (MSWG)

National Award for Management Accounting (NAfMA) 2010

> Best Practice Award in Non-Listed Company Categoryby the Chartered Institute of Management Accountants (CIMA) Malaysia Division and the Malaysian Institute of Accountants (MIA)

Ethical Business Excellence Award 2010/2011

> Highest Recognition in the Large Enterprise Categoryby Ministry of Domestic Trade, Cooperatives and Consumerism

2010 Kancil Awards

> Advertiser of the Yearby Association of Accredited Advertising Agents Malaysia (4As)

Asian Sustainability Ranking 2010

> No. 1 Company in Malaysia> No. 1 Telco in Asia> No. 11 overall in Asiaby Asian Sustainability Rating (ASR™)

2010 Malaysia Effie Awards

> Silver Award for Viral Campaign Categoryby Malaysian Advertising Association (MAA), Association of Accredited Advertising Agents Malaysia (4As) and Media Specialists Association (MSA), in association with the Malaysia External Trade Development Corporation (MATRADE)

MSOSH Occupational Safety & Health 2010

> Silver Recognition Awardby Malaysian Society of Occupational Safety & Health

ACCA Malaysia Sustainability Reporting Awards 2010

> Best First Time Reporterby the Association of Certified Chartered Accountants

8 | DiGi.COM BERHAD 2010 [425190-X]

Data driving revenue growth

Efficiency focus resulted in margin improvement

Well-planned network investment programme resulted in strong operating cash-flow

performanceglanceat a

Committed to enhancing shareholders’ returns

Enhancing shareholders value

> DiGi’s guiding principle in creating and enhancing good shareholders returns is to ensure that the Group continues to return to shareholders all excess cash that are not required to fund our operations and fulfil our financial obligations

> In additional, the Group is also committed to become a leader in sustainable and ethical business practices; from our product offerings, to the well-being of our employees and the development of the communities that we serve through our products and services

> Since 2005, the Group has returned in excess of RM6.8 billion in cash to all our shareholders as a result of our strong capital discipline in ensuring that we generate strong operational cash-flow to fund our investment activities

> Long-term shareholders would have enjoyed total capital returns close to 300% since 2005

Stellar operational performance

> DiGi continues to deliver another year of solid financial performance in 2010

> Improved commercial focus and execution resulted in a compounded annual revenue and net profit growth in excess of 8% in the 5-year period between 2006 - 2010

> Cost focus efforts continue to show positive results resulting in margin improvement in 2010

> Cash generation remained strong and this augurs well for the Group as we continue to expand our business and grow our network substantially going forward

Group Financial Summary (for the year ended 31 December)

2010

RM’000

2009

RM’000

2008

RM’000

2007

RM’000

2006

RM’000

Revenue 5,406,457 4,909,565 4,814,475 4,362,635 3,652,536

Profit before tax 1,597,248 1,366,455 1,546,896 1,445,314 1,087,139

Profit after taxation 1,178,004 1,000,471 1,140,715 1,062,595 805,653

Total assets 5,136,633 4,732,444 4,655,852 3,877,491 4,123,031

Shareholders’ equity 1,346,622 1,521,468 1,897,172 1,577,645 1,752,401

Non-current liabilities 1,518,422 1,185,190 491,557 573,791 685,105

Profit after tax as % of revenue 21.8% 20.4% 23.7% 24.4% 22.1%

Earnings per share (sen) 151.5 128.7 148.5 141.7 107.4

Net assets per share (RM) 1.73 1.96 2.44 2.10 2.34

Note :The above group financial summary has been prepared to conform with the current year’s presentation of the financial statements.

DiGi.COM BERHAD 2010 [425190-X] | 9

Fundamentally transform how we manage our network and take distribution to the next level

operationalexcellence

12 | DiGi.COM BERHAD 2010 [425190-X]

chairman’sstatement

DiGi continued to invest in expanding the footprint of our

mobile internet and mobile broadband network“

”Dear Shareholders,

On behalf of the Board of Directors, I am pleased to report that DiGi performed very well in 2010. DiGi continued to strengthen its market position and market share increased to 25.6%. This is all more commendable given the competitiveness and maturity of the industry.

Our strong top line growth was driven mostly by data growth and the strong uptake of smart bundled offerings. The Group’s bottom line also improved, buoyed by strong revenue growth and effective cost saving measures.

Mobile internet driving growth

A substantial part of the industry’s growth in the past year was driven by the higher uptake of mobile internet and mobile broadband services. Similarly for DiGi, a big part of our revenue growth in 2010 mirrored this trend and I believe that it will only grow stronger in coming years. Malaysians today are increasingly a part of the connected global community. As such, they will continue to demand improved stability, and a consistent mobile internet experience at more competitive prices, on par with countries with advanced ICT ecosystems.

Throughout the year in review, DiGi continued to invest in expanding the footprint of our mobile internet and mobile broadband network which now have reached 50% coverage of populated areas. DiGi aims to increase our coverage footprint to over 60% by the end of 2011.

Our continuous investment in expanding our footprint has helped to meet the country’s ambition of 53% household broadband penetration rate set out under the National Broadband Plan.

Operational and customer experience excellence

In the past 2 years, DiGi has established a strong platform to operate more efficiently. Aside from internal cost efficiency initiatives, DiGi has embarked on a more ambitious effort to lower our cost base.

On this note, I am pleased that DiGi has entered into a network collaboration agreement with Celcom-Axiata. This move is geared towards addressing the increase of data capacity requirements with the objectives of sharing investment, reducing cost and better asset utilisation. This is a strategic move for the telecommunications industry to be operationally efficient.

I believe more telecommunication companies around the world will focus on such efforts. Whilst these may take on different forms to suit the unique requirements of each particular country, what is certain is that this is a proven long-term strategy moving forward.

I believe DiGi has found the right partner in Celcom-Axiata. Our consolidated network strength will enable our customers to be the ultimate beneficiary of improved service quality.

14 | DiGi.COM BERHAD 2010 [425190-X]

“”

DiGi was ranked top in the Asian

Sustainability Ratings among Malaysian companies and

telecommunication companies across Asia

People driving change

In 2010, Henrik Clausen joined DiGi as Chief Executive Officer. With Henrik, DiGi has a CEO with proven experience from a market like Denmark that is more advanced in terms of data growth. Coupled with DiGi’s track record in driving change in Malaysia, the Group is well positioned to build on the current strong growth momentum.

People are our critical asset, and it is our aim to fully develop the potential of our people. DiGi is today powered by some of the most talented and driven employees in Malaysia. Together with an experienced and capable management team, I believe the Group has the right drive and motivation to continue being successful in the coming years.

Corporate Responsibility

I am pleased to note that DiGi was the first telecommunications provider in Malaysia to be certified with the ISO 14001 for Environmental Management System, as well as the OSHAS 18001 for Occupational Health and Safety Management System.

The Group is committed to ensuring the health and safety of its employees, and taking a serious step towards embracing the philosophy of becoming a fully sustainable organisation.

Since embarking on this mission in 2008, DiGi has made significant strides in advancing our climate change agenda,

making steady progress towards reducing our carbon footprint by 50% in 2012. This can be achieved through continuous investment in energy efficient initiatives across our telecommunication network, and also through incorporating eco-friendly considerations across our operations.

On these noteworthy achievements, DiGi was ranked top in the Asian Sustainability Ratings among Malaysian companies and telecommunication companies across Asia.

Over the years, we have established processes to ensure transparent engagements with key stakeholders. In 2010, DiGi’s efforts were recognised by the Minority Shareholders Watchdog Group (MSWG), which honoured DiGi with a Distinction Award in the Malaysian Corporate Governance Index. DiGi was also presented with the Ethical Business Excellence Award by the Ministry of Domestic Trade, Cooperatives and Consumerism.

These initiatives are bound by a common goal of operating a sustainable business. The Board is encouraged by these testimonies of our best practices, and remains committed to raising the bar and setting industry standards on responsible corporate behaviour.

We are targeting to take a fair share

of the growth in mobile internet and mobile broadband

“”

Sigve BrekkeChairman

Rewarding our shareholders

I am pleased to report that for the financial year 2010, our shareholders were rewarded with net dividend per share of RM1.63 or total dividend of RM1.267 billion, representing a dividend pay-out ratio of 108%, well above our dividend policy of distributing a minimum of 80% of our profits.

The dividend policy will be maintained subject to ongoing assessment, and based on the availability of distributable reserves as well as the Group’s future cash-flow requirements and market conditions.

Outlook and strategic direction

2011 will certainly be an exciting year for DiGi and the telecommunications sector in Malaysia. Our industry will have a key part to play in building a world-class ICT infrastructure that will not only fuel this growth story but also build a more connected Malaysia through a mature mobile internet and mobile broadband ecosystem.

DiGi will continue to actively address the rising demand for quality data services in Malaysia. We remain committed to invest on expanding our network footprint that will also cater for higher speed capacity, reliability and quality of service.

The Group aims to keep our strong growth momentum this year. We are targeting to take a fair share of the growth in the mobile internet and mobile broadband segments and other market segments. Being operationally efficient will remain a key priority.

Farewell and welcome

I would like to thank Eirik Boerve Monsen for being part of the Board of Directors in the past years and the Board wishes him the very best in his future undertakings with the Telenor Group.

I would also like to welcome to the Board of Directors, Jan Edvard Thygesen, Dato’ Saw Choo Boon and Hilde Merete Tonne, and look forward to their engagements with the Board.

Appreciation

DiGi did very well in 2010 due to the efforts of its employees, the management team, stakeholders and partners. On behalf of the Board, I would like to thank each and every one for their diligent contributions during the year.

Our appreciation also goes out to the government and industry, whom we continue to work with to create a world-class ICT ecosystem in Malaysia.

Last but not least, the Board wishes to express our sincere appreciation to all our shareholders, for your unwavering support. We give you our assurance that we will continue to strive for higher standards of governance and accountability. We look forward to your continued support in 2011.

16 | DiGi.COM BERHAD 2010 [425190-X]

Now, more than ever, the handset has

become the first point of access to the internet

for Malaysians“

”

Dear Shareholders,

2010 has been a year of solid growth for DiGi where we have kept a very good momentum for our business. We set some ambitious targets last year, and I am delighted to report that we delivered growth, margin and operating cash-flow according to our targets.

All in all, we closed the year on a solid financial footing while gaining market share.

Solid performance in 2010

Group revenue increased by 10.1% to RM5.4 billion, while our customer base grew by 14.2% to 8.8 million compared to the previous year. Our EBITDA margin for the year held firm at 44.4%, driven by positive results from our cost efficiency initiatives. Our operational cash-flow stood at RM1.7 billion at the end of 2010.

It was also a positive year for the Malaysian economy; it grew 7.2% year-on-year on the back of key government and economic transformation initiatives. The telecommunications industry will continue to be a key driver in the coming years, both

in terms of being a high-growth sector, and a catalyst for others. To support this, DiGi will continue to expand our network to provide wider access and availability of mobile broadband and mobile internet to more Malaysians.

A year of mobile internet

Malaysians are becoming dependent on mobile internet access as a basic utility, expecting data services that are ubiquitous and of high quality to help them in their personal and professional lives.

Both DiGi and the industry are riding on what happens internationally in smartphone adoption and the associated mobile platforms such as Apple, BlackBerry and Android.

CEO’s review

18 | DiGi.COM BERHAD 2010 [425190-X]

Data driving revenue growth

The Group recorded solid growth from data revenue in 2010, driven by stronger acquisition, increased usage of internet and broadband services, and higher take-up of smartphone bundles. We did well to anticipate the needs of our customers by making access to smartphones easier and more affordable with applications that are relevant.

Now, more than ever, the handset has become the first point of access to the internet for Malaysians. Today, we have 4.2 million mobile internet users, and foresee an uptrend in demand for internet from both existing and new customers.

In coming years, we will continue to prioritise network investments to expand our coverage beyond the current 50% nationwide to cater for higher speed, capacity, reliability and quality of service.

Revitalising the voice segment

In 2010, we introduced a number of innovative campaigns that set us apart in the competitive voice market. In the Prepaid segment, we were pleased that our DiGi Easy Prepaid proposition gained strong traction. All in all, our Prepaid customer base grew 13.0% year-on-year

to 7.3 million while total revenue increased by 5.5% in the same period.

We enjoyed steady growth in the Postpaid segment, adding 199,000 new customers to our base of 1.4 million customers. Today, we see a trend towards bundled voice and data services in a single portfolio.

Modernising our network

In 2010, we started on a journey to modernise our infrastructure to improve the quality of service and drive cost efficiency.

We invested RM720 million in capital expenditure, of which a substantial portion was allocated for expanding our mobile broadband and mobile internet footprint. We also enhanced the capacity and quality of our 2G network to serve our growing number of customers. We expect the same level of investment in 2011.

We have started on a very good note, and have a strong perspective of where we need to go to grow our position as a leading mobile internet and mobile broadband player in the coming years.

Focusing on cost efficiency

We believe that being prudent on costs go hand-in-hand with driving growth.

Therefore throughout the year, operational efficiency remained our top priority.

Our total operational expenditure base in 2010 was the same as 2009 despite 10.1% revenue growth, showing that our cost efficiency measures were working very well.

In the coming year we will continue to explore all possibilities to work smarter. We will spend where we need to in order to realise our growth ambitions, but at the same time continue to exercise prudent stewardship in the way we do this.

Collaborating to drive industry growth

In 2010, we teamed up with some key partners to collaborate in areas that we believe will not only drive our own growth, but that of the internet and broadband industry in Malaysia.

We have partnered Celcom-Axiata on an extensive network and infrastructure sharing exercise – among the first in the world of this scale – from which we can expect significant cost and operational efficiencies in the coming years. We have also crystallised a long-term agreement with TTdotCom Sdn Bhd to secure access to fibre capacity that will help us cater to the fast growing demand for, and the future bandwidth requirements of our customers.

In the near future, our industry will reach a point where operators will seek to collaborate with each other in order to reduce costs, especially those related to infrastructure whilst remaining as fierce competitors in the marketplace. From our perspective, the differentiation will be in the way we provide end-to-end experience for our customers at all touch points.

“ ”We are geared to meet this challenge with a modern and wholly

robust mobile network

Regulatory updates

In light of the growth in mobile broadband and mobile internet today, spectrum refarming will be a key industry issue in 2011. Spectrum is a fundamental resource for operators and plays a significant role in providing cost effective services. This is critical given the massive shift towards data traffic that is influencing the socio-economic structure of Malaysia.

In respect of the 2600 MHz spectrum, DiGi has submitted a Detailed Business Plan as required by the regulator. The outcome of the submission is pending. Essentially, the 2600 MHz spectrum will be used for rollout and implementation of LTE-based high speed wireless broadband services. By utilising LTE technology, our customers will benefit from improved user experience from both higher data speeds and improved service quality.

Always the smarter choice

As our business grows, we will continue to strengthen our sales and distribution channels, and introduce relevant and exciting products and services. It will be important that we continue to deliver the best experience for our customers across all touch points. I believe that throughout the year we have built a stronger understanding of how we can better serve our customers.

Our customer promise is “Always the smarter choice”, and we believe our customers will continue to see this each

time they come into contact with our brand - from our products to the quality of our coverage.

People are our core asset

The continued development of our people is a crucial element in driving our growth ambitions. Achieving growth fuels greater business opportunities, which results in further development of our talents.

We place a strong emphasis on how we are investing in people development, building a strong performance culture and driving the right levels of motivation across the organisation. We believe DiGi will continue to be seen as a preferred employer for talented Malaysians.

Changing the Game

Our future growth will be driven by the internet. Our immediate challenge is to meet the ever increasing demand for quality mobile broadband and mobile internet services.

We are geared to meet this challenge with a modern and wholly robust mobile network, and by providing our customers with a holistic experience of our products and services.

DiGi has always been known as an innovator, not only within our industry but broadly in Malaysia. We have a history of being game changers – in the way we work, in how we engage with customers, and in collaborating with other players and stakeholders to continuously raise the bar

for the industry. It is our vision to continue Changing the Game, in big and small ways.

Thank you for a warm welcome

Come May, it will be a year since my family and I moved to Malaysia. The journey has not only been professionally rewarding for me as CEO, but also enriching for my family. We enjoy being here, and continue to be delighted by the warmth and hospitality of Malaysians we meet.

I would like to express my appreciation to my predecessor Johan Dennelind and former CFO Stefan Carlsson for their years of service to DiGi and welcome Terje Borge, Christian Thrane and Suriahni Abdul Hamid to the management team.

DiGi continues to be one of the most inspiring companies in Malaysia. My challenge as CEO is to work with my management team to ensure that we remain always the smarter choice. Therefore, we will go the extra mile to exceed the expectations of our customers, partners, shareholders, and employees.

Henrik ClausenChief Executive Officer

Good quality and consistent customer service, relevant offerings at the right

prices and the best network built around user experience

customerexperience

22 | DiGi.COM BERHAD 2010 [425190-X]

corporateinformation

Nomination Committee

Hakon Bruaset KjolChairman/Non-Independent Non-Executive Director

Tan Sri Leo MoggieSenior Independent Non-Executive Director

Dato’ Ab. Halim Bin MohyiddinIndependent Non-Executive Director

Remuneration Committee

Sigve Brekke Chairman/Non-Independent Non-Executive Director

Hakon Bruaset Kjol Non-Independent Non-Executive Director

Jan Edvard Thygesen(Appointed on 29 September 2010)Non-Independent Non-Executive Director

Eirik Boerve Monsen (Resigned on 29 September 2010)Non-Independent Non-Executive Director

Secretaries

Hee Chew Yun (MAICSA No.7006609)

Tai Yit Chan (MAICSA No.7009143)

Liew Irene (MAICSA No.7022609)

Board of Directors

Sigve Brekke Chairman

Tan Sri Leo Moggie

Dato’ Ab. Halim Bin Mohyiddin

Hakon Bruaset Kjol

Jan Edvard Thygesen Director and Alternate Director to Sigve Brekke(Appointed on 29 September 2010)

Dato’ Saw Choo Boon(Appointed on 9 December 2010)

Hilde Merete Tonne(Appointed on 22 March 2011)

Eirik Boerve Monsen(Resigned on 29 September 2010)

Audit Committee

Dato’ Ab. Halim Bin Mohyiddin Chairman/Independent Non-Executive Director

Jan Edvard Thygesen(Appointed on 29 September 2010)Non-Independent Non-Executive Director

Dato’ Saw Choo Boon(Appointed on 9 December 2010)Independent Non-Executive Director

Eirik Boerve Monsen(Resigned on 29 September 2010)Non-Independent Non-Executive Director

Tan Sri Leo Moggie(Resigned on 9 December 2010) Senior Independent Non-Executive Director

DiGi.COM BERHAD 2010 [425190-X] | 23

Domicile and Country of Incorporation

Malaysia

Registered Office

Lot 6.05, Level 6, KPMG Tower8 First Avenue, Bandar Utama47800 Petaling JayaSelangor Darul EhsanTel: 03-7720 1188 Fax: 03-7720 1111E-mail: Boardroom-KL@boardroomlimited.comWeb: www.boardroomlimited.com

Share Registrars

Tricor Investor Services Sdn BhdLevel 17, The Gardens North TowerMid Valley City, Lingkaran Syed Putra59200 Kuala LumpurTel: 03-2264 3883Fax: 03-2282 1886E-mail: is.enquiry@my.tricorglobal.comWeb: www.tricorglobal.com

Auditors

Messrs Ernst & YoungChartered AccountantsLevel 23A, Menara MileniumJalan Damanlela, Pusat Bandar Damansara50490 Kuala LumpurTel: 03-7495 8000 Fax: 03-2095 5332

Stock Exchange Listing

Main Market of Bursa Malaysia Securities BerhadListed on: 18 December 1997Stock Name: DiGiStock Code: 6947

Principal Bankers

AmBank (M) BerhadCIMB Bank BerhadCitiBank BerhadOCBC Bank (Malaysia) BerhadStandard Chartered Bank Malaysia Berhad

24 | DiGi.COM BERHAD 2010 [425190-X]

board ofdirectors

Sigve BrekkeChairman(Non-Independent Non-Executive Director and Chairman of the Remuneration Committee)

Jan Edvard Thygesen (Non-Independent Non-Executive Director, member of the Audit Committee and the Remuneration Committee)

DiGi.COM BERHAD 2010 [425190-X] | 25

Dato’ Saw Choo Boon(Independent Non-Executive Director, member of the Audit Committee)

Tan Sri Leo Moggie(Senior Independent Non-Executive Director,

member of the Nomination Committee)

Hakon Bruaset Kjol (Non-Independent Non-Executive

Director, Chairman of the Nomination Committee and member of the

Remuneration Committee)

Hilde Merete Tonne(Non-Independent Non-Executive Director)

Dato’ Ab. Halim Bin Mohyiddin(Independent Non-Executive Director, Chairman of the Audit Committee and member of the Nomination Committee)

directors’profiles

Sigve BrekkeChairman(Non-Independent Non-Executive Director and Chairman of the Remuneration Committee)51 years of age, Norwegian

He was appointed to the Board as Chairman on 21 August 2008. He holds a Master’s degree in Public Administration from John F. Kennedy School of Government, Harvard University, USA and a degree in Business and Administration from Telemark College, Norway.

He joined Telenor in 1999. He is currently the Executive Vice President in Telenor Group as well as Head of Telenor Region Asia, assuming these positions from 1 September 2008. He was a Director of Total Access Communication PLC (DTAC), Thailand, from 2000 to 2008 and was appointed Chief Executive Officer (CEO) from 2005 until 2008. He was also both a Director and CEO of United Communication Industry PLC, Thailand, from 2005 to 2008. In his career, he has served as the Deputy Minister (State Secretary) of Defence in Norway in 1993, and has held positions at the Norwegian Defence Research Establishment. He also held an associate position at John F. Kennedy School of Government, Harvard University in the USA.

He is also the Managing Director of Telenor India (Uninor), Board member of Grameenphone Ltd (Bangladesh) and Deputy Chairman of the Board of DTAC. He also sits on the Board of DiGi Telecommunications Sdn Bhd.

Jan Edvard Thygesen (Non-Independent Non-Executive Director, member of the Audit Committee and the Remuneration Committee) 60 years of age, Norwegian

He was appointed as a Director of the Company and as the Alternate Director to Sigve Brekke on 29 September 2010. He holds a Master in Science in Electrical Engineering and Telecommunications from the Norwegian Institute of Technology. He is the Executive Vice President in Telenor ASA and Head of Operations in Central and Eastern Europe. He has served as Executive Vice President of Telenor ASA since 1999. Since January 2006, he has served as Head of Telenor’s Central and Eastern European operations. Since joining Telenor in 1970, he has held various positions, including Chief Executive Officer of Sonofon, Executive Vice President and General Manager of Telenor Nordic Mobile, Executive Vice President of Telenor Mobil AS, President of Telenor Invest AS, Executive Vice President of Telenor Bedrift AS and President of Telenor Nett AS. He has also served as President of Esat Digifone, Ireland.

He is presently serving as Chairman of the Board in Telenor Montenegro and Telenor Serbia, in addition to being a Board member of VimpelCom Ltd. (Amsterdam) and Uninor (India). He also sits on the Board of DiGi Telecommunications Sdn Bhd.

Dato’ Saw Choo Boon(Independent Non-Executive Director, member of the Audit Committee)64 years of age, Malaysian

He was appointed as a Director and member of Audit Committee of the Company on 9 December 2010. He holds a Bachelor of Science Hons (Chemistry) degree from University of Malaya.

He joined Shell in 1970 as a Refinery Technologist in Shell Refining Company (Federation of Malaya) Bhd. He then served in various capacities in manufacturing, supply, trading and planning in Malaysia, Singapore and the Netherlands. In 1996, he was appointed Managing Director of Shell MDS (Malaysia) Sendirian Berhad. In 1998 to 1999, he assumed the positions of Managing Director for Oil Products (Downstream) Shell Malaysia and Managing Director of Shell Malaysia. In 1999, with the globalisation of the Shell Oil Products business, he was appointed the Vice-President of the Commercial business in the Asia-Pacific region, and in 2004, he became the President of Shell Oil Products East. In 2005, he managed Shell’s global marine business. He was appointed the Chairman of Shell Malaysia from 1 March 2006 until 31 December 2009 and then as Senior Adviser till 30 June 2010 when he retired from Shell after 40 years of continuous service.

Currently, he is a Board member of Shell Refining Company (Federation of Malaya) Bhd, RHB Capital Bhd and RHB Investment Bank Bhd.

DiGi.COM BERHAD 2010 [425190-X] | 27

Tan Sri Leo Moggie(Senior Independent Non-Executive Director, member of the Nomination Committee)69 years of age, Malaysian

He was appointed to the Board on 10 May 2005. He was elected as a Member of Parliament and Member of the Sarawak Legislative Assembly in 1974 and served as a Minister in the State Government of Sarawak from 1976 to 1978 and as a Federal Cabinet Minister for about 26 years from 1978 till 2004. He has been the Chairman of Tenaga Nasional Berhad and a number of its subsidiary companies since 12 April 2004. He is also an independent non-executive member on the Board of New Straits Times Press (Malaysia) Bhd and has held this position from 27 February 2008.

He was conferred the Honorary Doctorate of Laws by Otago University, New Zealand in 2000, and the Honorary Doctorate of Science by Multimedia University Malaysia in 2003. He was appointed the Pro-Chancellor of Universiti Tenaga Nasional (UNITEN) on 8 February 2005.

Dato’ Ab. Halim Bin Mohyiddin(Independent Non-Executive Director, Chairman of the Audit Committee and member of the Nomination Committee)65 years of age, Malaysian

He was appointed to the Board on 23 November 2001. He holds a Bachelor of Economics in Accounting from University of Malaya and a Master in Business Administration from University of Alberta, Canada.

He was a lecturer at University Kebangsaan Malaysia from 1973 to 1978. He joined Messrs Peat Marwick Mitchell (now known as KPMG) in 1977 and was admitted as a Partner in 1985. Prior to his retirement on 1 October 2001, he was the Partner in charge of the Assurance and Financial Advisory Services Divisions.

He is a council member of the Malaysian Institute of Certified Public Accountants (MICPA) and Chairman of the Education and Training Committee. He was the President of MICPA from 2004 to 2007.

He was a council member of the Malaysian Institute of Accountants (MIA) from 2001 to 2007. He served as a member of the Education Committee of the International Federation of Accountants (IFAC) from 2001 to 2005.

He sits on the Boards of HeiTech Padu Berhad, Utusan Melayu (Malaysia) Berhad, Kumpulan Perangsang Selangor Berhad, Amway (Malaysia) Holdings Berhad, KNM Group Berhad, ECM Libra Financial Group Berhad, Amcorp Properties Berhad and RCE Capital Berhad. He also sits on the Board of DiGi Telecommunications Sdn Bhd.

Hakon Bruaset Kjol (Non-Independent Non-Executive Director, Chairman of the Nomination Committee and member of the Remuneration Committee)39 years of age, Norwegian

He was appointed to the Board on 16 March 2010. He is the Senior Vice President and Head of Business Environment Management for Telenor Region Asia.

He joined Telenor in 1995, beginning his career in the domestic mobile operation in Norway. Since then, he has contributed to Telenor Group’s growing international presence through his strategic involvement in Telenor’s international mobile business where he played significant roles in operational development and merger and acquisition activities both in Europe and Asia. For the last 10 years, he has been based in Asia where he continues to assume a key role in the development of Telenor’s Group strategy for Asia, and managing the Asia business environment including in the areas of public affairs, government relations, strategic communications and corporate responsibility.

He is a former student of the Norwegian School of Management.

None of the Directors have any:

1. Family relationship with any Director and/or major shareholders of the Company;2. Conflict of interest with the Company; and3. Conviction for offences within the past 10 years.

The details of attendance of each Director at Board meetings are set out on page 41 of the Annual Report.

He is a Director of Telenor Corporate Development Asia Sdn Bhd in Malaysia and Telenor India Pvt. Ltd. He also sits on the Board of DiGi Telecommunications Sdn Bhd.

Hilde Merete Tonne(Non-Independent Non-Executive Director)45 years of age, Norwegian

She was appointed to the Board on 22 March 2011. She holds a Master of Science degree from the Norwegian Institute of Technology in Trondheim (NTNU), Norway and RWTH Aachen, Germany.

She is also the Deputy Head of Telenor Group Region Asia, a position she held since August 2010. Prior to this she served as the Executive Vice President, Head of Group Communication and Corporate Responsibility and was a member of the Telenor Group executive management. She joined Telenor in September 2007.

Prior to joining Telenor she held several senior managerial positions at Norsk Hydro from 2000 to 2007. She last served as Head of Technology and Research in Hydro Oil & Energy. During the years from 1991 to 1999 she held various positions in Saga Petroleum.

She is currently a member of the Board of Directors of Grameenphone (Bangladesh), DNV (Det Norske Veritas AS), Telenor Pakistan Ltd and Total Access Communication PLC (DTAC) in Thailand. She also sits on the Board of DiGi Telecommunications Sdn Bhd.

28 | DiGi.COM BERHAD 2010 [425190-X]

Ole Martin GunhildsbuTechnology

Zaiton Hj IdrusCorporate Affairs

Chan Nam KiongCustomer and

Channels

Khor Choo LinCorporate Administration

Christian ThraneStrategy and Business Transformation

Terje BorgeFinance

Suriahni Abdul HamidHuman Resource Development

Albern MurtyMarketing

management

Henrik ClausenChief Executive Officer

30 | DiGi.COM BERHAD 2010 [425190-X]

Khor Choo LinCorporate Administration

Choo Lin was appointed Head of Corporate Administration in October 2005. Prior to joining DiGi in 1997, Choo Lin spent 17 years at Intel in various local and regional positions. She was the Compensation and Benefits Manager for Intel Malaysia, Regional Compensation and Benefits Manager for Intel Asia-Pacific and Human Resource Manager for Intel Singapore and Intel Australia. Choo Lin holds a Bachelor’s degree in Mathematics from Queen’s University, Canada.

Henrik took office as DiGi’s Chief Executive Officer effective 17 May 2010. Previously he was CEO of Telenor Denmark, a position he helmed since 2005. Before that he was CEO of Cybercity, Denmark’s #2 fixed Broadband and ISP provider in 2000. Throughout his career, he has also worked in IBM, AT Kearney and Accenture, where he was a partner. In 1987, Henrik graduated from the Technical University of Denmark with a Master of Science in Civil Engineering, obtained a Bachelor’s degree in International Business from the Copenhagen Business School in the same year and an MBA from INSEAD in 1992.

Henrik ClausenChief Executive Officer47 years of age, Danish

Zaiton joined DiGi as Head of Corporate Affairs in January 2009, overseeing the Legal, Compliance, Government & Regulatory, Communications, Corporate Responsibility and Business Environment Management portfolios. She has over 30 years of experience in communications and stakeholder management, having served in Standard Chartered Bank as the Head of Corporate Affairs in Malaysia and the African region while based in London, and holding similar roles in PETRONAS. Zaiton holds a Bachelor’s degree in Mass Communications from Universiti Teknologi Mara and has attended development programs with INSEAD, Fontainebleau and Templeton College, Oxford University.

Zaiton Hj Idrus Corporate Affairs

Albern MurtyMarketing

Albern was appointed Head of Marketing in August 2009. Since joining DiGi in 2002, he has had roles in Project Planning & Controls, Product Management & Product Development, Acting Co-Chief Marketing Officer and Head of Strategy & New Business. Before DiGi, his previous experience includes business and commercial management in Lucent Technologies across the Asian region. Albern holds a Bachelor of Science in Marketing and Bachelor of Science in Advertising Management from Portland State University, Oregon, USA.

The CEO does not have any:

1. Interest in the securities of DiGi.Com Berhad;2. Directorship of public companies;3. Family relationship with any Director and/or major shareholders of the Company;4. Conflict of interest with the Company; and5. Conviction for offences within the past 10 years.